CVB FINANCIAL CORP false 0000354647 0000354647 2022-05-18 2022-05-18





Washington, D.C. 20549






Current Report

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 18, 2022




(Exact name of registrant as specified in its charter)




California   000-10140   95-3629339

(State or other jurisdiction of

incorporation or organization)



file number)


(I.R.S. employer

identification number)


701 North Haven Avenue, Ontario, California   91764
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (909) 980-4030

Not Applicable

(Former name or former address, if changed since last report)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General Instruction A.2.):


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class





Name of each exchange

on which registered

Common Stock, No Par Value   CVBF   The Nasdaq Stock Market, LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐




Item 5.07

Submission of Matters to a Vote of Security Holders.



On May 18, 2022, CVB Financial Corp. (the “Company”) held its 2022 Annual Meeting of Shareholders.



Each of the matters submitted to the shareholders was approved by the requisite voting power required for approval of the respective proposal. The results of the voting on the matters submitted to the shareholders are as follows:

Proposal 1 – Election of Directors

The following 8 individuals were elected to serve as directors of the Company for a one year term expiring at the 2023 Annual Meeting of Shareholders or until their successors are elected and qualified:



   Votes For      Votes Withheld      Broker Non-Votes  

George A. Borba, Jr.

     103,682,965        1,880,235        18,894,673  

David A. Brager

     105,208,529        354,671        18,894,673  

Stephen A. Del Guercio

     102,712,606        2,850,594        18,894,673  

Rodrigo Guerra, Jr.

     102,706,244        2,856,956        18,894,673  

Anna Kan

     102,659,990        2,903,210        18,894,673  

Raymond V. O’Brien III

     102,714,610        2,848,590        18,894,673  

Jane Olvera

     102,614,015        2,949,185        18,894,673  

Hal W. Oswalt

     102,333,530        3,229,670        18,894,673  

Proposal 2 – A Non-binding Advisory Vote to Approve the Compensation of our Named Executive Officers for 2021 (“Say-On-Pay”).


Votes For

   Votes Against    Abstain    Broker Non-Votes


   2,252,308    692,514    18,894,673

Proposal 3 – Ratification of the Audit Committee’s Appointment of the Independent Accountants for 2022

The appointment of KPMG LLP to serve as the Company’s independent registered public accounting firm for 2022 was ratified. The voting results were as follows:


Votes For

   Votes Against    Abstain    Broker Non-Votes


   405,077    624,815    0


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Date: May 19, 2022     By:  

/s/ Richard H. Wohl

      Richard H. Wohl
      Executive Vice President and General Counsel